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- S-1 IPO registration
- 1.1 Form of Underwriting Agreement
- 3.1 Certificate of Incorporation
- 3.2 Form of Amended and Restated Certificate of Incorporation
- 3.3 by Laws
- 4.1 Specimen Unit Certificate
- 4.2 Specimen Class a Common Stock Certificate
- 4.3 Specimen Warrant Certificate
- 4.4 Form of Warrant Agreement Between Continental Stock Transfer & Trust Company, LLC and the Registrant
- 5.1 Opinion of Graubard Miller
- 10.1 Form of Letter Agreement Among the Registrant and Our Initial Stockholders, Officers, Directors and Sponsors
- 10.2 Promissory Note
- 10.3 Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company, LLC and the Registrant
- 10.4 Form of Registration Rights Agreement Between the Registrant and Certain Security Holders
- 10.5 Form of Private Placement Warrants Purchase Agreement
- 10.6 Form of Indemnity Agreement
- 10.7 Form of Administrative Services Agreement Between the Registrant and the Sponsors
- 10.8 Letter Agreement Between the Registrant, Ibis Capital Sponsor II Edtechx LLC, Macquarie Capital (Usa) Inc. and Mihi LLC
- 14 Form of Code of Ethics
- 23.1 Consent of Marcum LLP
- 99.1 Form of Audit Committee Charter
- 99.2 Form of Compensation Committee Charter
- 99.3 Form of Nominating Committee Charter
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of EdtechX Holdings Acquisition Corp. II on Form S-1 of our report dated July 10, 2020, except for Note 4 Founder Shares and Private Placement Warrants as to which the date is September 28, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audit of the financial statements of EdtechX Holdings Acquisition Corp. II as of June 30, 2020 and for the period from May 27, 2020 (inception) through June 30, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
September 28, 2020